SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 26, 1997 (September 19, 1997)
AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26102 04-3196245
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices, including zip code)
(617) 375-7500
(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 19, 1997, American Radio Systems Corporation, a Delaware
corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Westinghouse Electric Corporation,
a Pennsylvania corporation ("Westinghouse"), and R Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Westinghouse ("Merger Sub"),
pursuant to which (i) Merger Sub will be merged with and into the Company and
holders of Common Stock of the Company will be entitled to receive $44.00 per
share in cash for each of their shares of Common Stock of the Company (the
"Merger") and (ii) the Company will distribute all of the capital stock of the
Company's wholly owned subsidiary, American Tower, or the net proceeds from the
sale thereof, to the stockholders of the Company on a pro rata basis as
contemplated by the terms set forth in the Merger Agreement (the
"Distribution"). The aggregate consideration to be paid by Merger Sub pursuant
to the Merger will be approximately $1.6 billion in cash and the assumption of
approximately $1.0 billion in debt or American preferred stock. It is expected
that the Merger will be consummated in the second quarter of 1998. Shareholders
of American's Class A and Class B Common Stock owning of record shares
representing more than 50% of the voting power, as of September 19, 1997, voted
by written consent to approve and adopt the Merger Agreement and the
transactions contemplated thereby. It is one of the conditions of the Merger
Agreement that the Distribution be completed before or simultaneously with the
consummation of the Merger. Consummation of the Merger is subject to, among
other conditions, approval of the Federal Communications Commission and the
expiration or earlier termination of the Hart-Scott-Rodino waiting period. For
more information, see the joint press release issued by Westinghouse, dated
September 19, 1997, which is attached herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Westinghouse Press Release, dated as of
September 19, 1997
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN RADIO SYSTEMS
CORPORATION
(Registrant)
By: \s\ Justin D. Benincasa
Justin D. Benincasa
Vice President and Corporate Controller
Date: September 26, 1997
3
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EXHIBIT 99.1
[LOGO]
Westinghouse 11 Stainwix Street
Electric Corporation Pittsburgh, Pennsylvania 15222-1384
September 19, 1997
CBS ACQUIRES AMERICAN RADIO SYSTEMS
NEW YORK CITY/BOSTON, Sept. 19, 1997 -- Westinghouse (NYSE:WX) and
American Radio Systems (NYSE:AFM) announced today a definitive agreement by
which Westinghouse will acquire American Radio System's radio broadcasting
operations for $44 a share or $1.6 billion in cash plus the assumption of
approximately $1 billion in debt. The transaction adds 98 stations to CBS Radio,
for a total of 175 stations. The transaction will be financed with existing bank
facilities and is subject to certain conditions, including FCC approval and
expiration of the Hart-Scott-Rodino waiting period.
American Radio Systems (ARS) is the fifth largest radio broadcasting
company in the United States with 98 radio stations (including pending
transactions) located in 19 predominately top 50 markets, including several
major markets where CBS has existing radio and television stations.
Under the terms of the definitive agreement, which was approved by the
Board of Directors of both Westinghouse and ARS, Westinghouse will acquire ARS
in a transaction in which each share of ARS common stock will have the right to
receive consideration of $44 per share in cash. Prior to this transaction, and
as a condition to consummation of the Westinghouse transaction, ARS intends to
distribute to current shareholders, through a taxable distribution, its
wholly-owned American Tower Systems subsidiary, a leading independent owner and
operator of wireless communications towers throughout the United States.
Steven B. Dodge, chairman and chief executive officer of American Radio
Systems, and other ARS shareholders representing a majority of ARS's voting
rights, have executed consents approving the transaction, and as such the
transaction is not subject to shareholder approval. It is expected that the
transaction will be consummated in the second quarter of 1998.
Mel Karmazin, Chairman and Chief Executive Officer, CBS Station Group,
commented: "The acquisition of American Radio is financially and strategically
attractive for CBS. This investment will significantly strengthen CBS's position
in the fast growing radio industry. It will enable CBS Radio to expand into new
top 50 markets and increase its position in its existing major markets. American
Radio's stations are located in very attractive radio revenue growth markets
where the Company expects to further consolidate its position."
(More)
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CBS/American...2
Karmazin added that consistent with the Company's past radio investments,
the acquisition of ARS is expected to be accretive to the Company's free cash
flow in its first year.
Michael H. Jordan, Chairman and Chief Executive Officer,
Westinghouse/CBS, said: "Under Mel Karmazin's leadership, radio has been our
fastest growing, highest cash flow business. Radio expansion has been our number
one investment priority and this acquisition is a terrific fit with our
strategy."
"We're confident that our outstanding radio management team, led by Mel,
will produce superior value to our shareholders from the transaction," Jordan
added.
Dodge said: "Exiting radio at a time when the industry has such
extraordinary promise is very difficult. However, we believe placing American
Radio in CBS's hands is the right thing to do for both shareholders and
employees. The value of the currency is clear, and Mel Karmazin has a history of
rewarding strong performance, which our people are very capable of delivering.
From our perspective, CBS is an exciting growth company that is truly committed
to broadcasting for the long term."
Westinghouse is being advised by Chase Securities Inc. ARS's financial
advisor is Credit Suisse First Boston.
# # #
Contacts: Jack Bergen Gil Schwartz
Westinghouse/CBS CBS
212/975-3835 212/975-2121
Bruce Danziger Helene Blieberg
American Radio Systems CBS at the NAB in New Orleans
617/375-7519 504/670-8210
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